Miscela Ltd & Ors v Coffee Republic Retail Ltd [2011] EWHC 1637 (QB) (23 June 2011)

Miscela Ltd & Ors v Coffee Republic Retail Ltd [2011] EWHC 1637 (QB) (23 June 2011)

Clause 2.2 of the Franchise Agreement did not grant Miscela Limited any right of occupation of the premises; it only granted franchise and intellectual property rights. Any property rights were granted by a separate underlease with a different company (CRUK). No implied terms could be read into the Franchise Agreement to make the franchisor liable for loss of occupation caused by the actions of a third party over which it had no control.

Citation
[2011] EWHC 1637
Parties
Claimant/appellant: Miscela Limited; Claimant: Deepal Shehan Goonetillake; Claimant: Marcela Goonetillake; Defendant/respondent: Coffee Republic Retail Limited
Jurisdiction
England and Wales
Judgment Date
23 June 2011
Procedural Posture
Civil Appeal / Appeal From Summary Judgment
Outcome
Appeal dismissed
Legal Topics
Interpretation of Franchise Agreements, Implied Terms in Contracts, Summary Judgment, Corporate Structure and Liability
Contract Law Commercial Law Interpretation of Franchise Agreements Implied Terms in Contracts Summary Judgment Corporate Structure and Liability

Case Brief

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Parties

Miscela Limited

Claimant/appellant

Deepal Shehan Goonetillake

Claimant

Marcela Goonetillake

Claimant

Coffee Republic Retail Limited

Defendant/respondent

Procedural Posture

Civil Appeal / Appeal From Summary Judgment

Legal Issues

  1. 1 Whether clause 2.2 of the Franchise Agreement granted Miscela Limited a right of occupation of the premises
  2. 2 Whether terms should be implied into the Franchise Agreement to protect Miscela Limited from loss of occupation not caused by its own breach

Ratio Decidendi

Clause 2.2 of the Franchise Agreement did not grant Miscela Limited any right of occupation of the premises; it only granted franchise and intellectual property rights. Any property rights were granted by a separate underlease with a different company (CRUK). No implied terms could be read into the Franchise Agreement to make the franchisor liable for loss of occupation caused by the actions of a third party over which it had no control.

Court Disposition

Appeal dismissed

Orders

  • Appeal by Miscela Limited against summary judgment dismissed
  • Master Eyre's judgment affirmed